Common use of Resignation or Replacement of Trustee Clause in Contracts

Resignation or Replacement of Trustee. (a) Subject to the provisions of any Supplemental Indenture, the present or any future Trustee may resign by giving written notice to the Issuer not less than 60 days before such resignation is to take effect. Such resignation shall take effect only upon the appointment of and acceptance by a successor qualified as provided in subsection (c) of this Section. If no successor is appointed within 60 days following the date designated in the notice for the Trustee’s resignation to take effect, the resigning Trustee may petition a court of competent jurisdiction for the appointment of a successor. Subject to the provisions of any Supplemental Indenture, the present or any future Trustee may be removed at any time (i) by the Issuer in the event the Issuer reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Issuer or the Owners; provided, that the Trustee may not be removed during the pendency of an Event of Default without the written consent of the Instructing Controlling Party; or (ii) subject to the provisions of any Supplemental Indenture, by an instrument in writing executed by the Instructing Controlling Party, for any reason or for no reason. (b) In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, a successor may be appointed by the Issuer. Upon making any such appointment, the Issuer shall forthwith give notice thereof to each Owner, which notice may be given concurrently with the notice of resignation given by any resigning Trustee and shall include a description of the right of the Instructing Controlling Party to object to the appointment. Any successor Trustee appointed by the Issuer pursuant to this subsection shall be removed by the Issuer if, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party object to the appointment by an instrument or concurrent instruments signed by such Instructing Controlling Party, or their duly appointed attorneys-in- fact, delivered to the Issuer within 60 days following the date of the Issuer’s notice of the appointment of such successor. If, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party object to the appointment of a successor Trustee pursuant to this subsection, the Issuer shall appoint another successor Trustee and, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party shall have the same right to object to the new successor Trustee. (c) Every successor Trustee shall be a bank or trust company in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state Issuer, qualified to act hereunder, having a capital and surplus of not less than $75,000,000. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which shall duly assign, transfer and deliver to the successor all properties and moneys held by it under the Indenture. Should any instrument in writing from the Issuer be required by any successor for more fully and certainly vesting in and confirming to it, such instrument in writing shall, at the reasonable discretion of the Issuer, be made, executed, acknowledged and delivered by the Issuer on request of such successor. (d) The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and/or recorded by the successor Trustee in each recording office, if any, where the Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. (a) Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may resign by giving written notice to the Issuer District and the Corporation not less than 60 days before such resignation is to take effect. The present or any future Trustee may be removed at any time by the Corporation, at the direction of the District, or by an instrument in writing executed by the owners of a majority in aggregate principal amount of the Certificates then Outstanding, upon 30 days written notice to the Trustee. Such resignation or removal shall take effect only upon the appointment of and acceptance by a successor qualified as provided in subsection (c) the third paragraph of this Section. If Section 8.3 and acceptable to the District; provided, however, that if no successor is appointed within 60 days following the date designated in the notice for the Trustee’s 's resignation or removal to take effect, the resigning Trustee may petition a court of competent jurisdiction for the appointment of a successor. Subject to the provisions of any Supplemental Indenture, the present or any future Trustee may be removed at any time (i) by the Issuer in the event the Issuer reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Issuer or the Owners; provided, that the Trustee may not be removed during the pendency of an Event of Default without the written consent of the Instructing Controlling Party; or (ii) subject to the provisions of any Supplemental Indenture, by an instrument in writing executed by the Instructing Controlling Party, for any reason or for no reason. (b) In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, a successor may be appointed by the IssuerCorporation, at the direction of the District, or by the owners of a majority in aggregate principal amount of the Certificates Outstanding by an instrument or concurrent instruments signed by the Corporation or such Owners, or their attorneys in fact duly appointed, as the case may be. Upon The District upon making any such appointment, the Issuer appointment shall forthwith give notice thereof to each OwnerOwner and the Corporation, which notice may be given concurrently with the notice of resignation given by any resigning Trustee and shall include a description of the right of the Instructing Controlling Party to object to the appointmentTrustee. Any successor Trustee appointed by the Issuer pursuant to this subsection shall be removed by the Issuer if, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party object to the appointment by an instrument or concurrent instruments signed by such Instructing Controlling Party, or their duly appointed attorneys-in- fact, delivered to the Issuer within 60 days following the date of the Issuer’s notice of the appointment of such successor. If, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party object to the appointment of a successor Trustee pursuant to this subsection, the Issuer shall appoint another successor Trustee and, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party shall have the same right to object to the new successor Trustee. (c) Every successor Trustee shall be a bank bank, trust company or trust holding company in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state Issuer, qualified to act hereunder, having a capital and surplus of not less than $75,000,000, and acceptable to the District. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer District and to the Corporation an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee hereinherein and thereupon the duties and obligations of the predecessor shall cease and terminate; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which shall duly assign, transfer and deliver to the successor all properties and moneys held by it under the this Indenture. Should any instrument in writing from the Issuer District or the Corporation be required by any successor for more fully and certainly vesting in and confirming to it, such instrument the said instruments in writing shall, at the reasonable discretion of the IssuerDistrict, be made, executed, acknowledged and delivered by the Issuer District or the Corporation on request of such successor. (d) . The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and/or recorded by the successor Trustee in each recording office, if any, where the this Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. (a) Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may resign by giving written notice to the Issuer Transportation Enterprise not less than 60 days before such resignation is to take effect. Such resignation shall take effect only upon the appointment of and acceptance by a successor qualified as provided in subsection (cb) of this Section. If no successor is appointed within 60 days following the date designated in the notice for the Trustee’s resignation to take effect, the resigning Trustee may petition a court of competent jurisdiction for the appointment of a successor. Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may be removed at any time (i) by the Issuer Transportation Enterprise in the event the Issuer Transportation Enterprise reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Issuer Transportation Enterprise or the Owners; providedSecured Parties, provided that the Trustee may not be removed during the pendency of an Indenture Event of Default without the written consent of the Instructing Controlling PartyOwners of a majority of the Bond Ownership Rights represented by the Senior Bonds and the TIFIA Bonds and, during the pendency of a Bankruptcy Related Event with respect to the Transportation Enterprise, the written consent of the TIFIA Lender; or (ii) subject to the provisions of any Supplemental Indenture, by an instrument in writing executed by the Instructing Controlling Party, Owners of a majority of the Bond Ownership Rights represented by the Senior Bonds and the TIFIA Bonds for any reason or for no reason. (b) . In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, a successor may be appointed by the IssuerTransportation Enterprise. Upon making any such appointment, the Issuer Transportation Enterprise shall forthwith give notice thereof to each OwnerOwner of Bonds, which notice may be given concurrently with the notice of resignation given by any resigning Trustee and shall include a description of the right of the Instructing Controlling Party each Owner of Senior Bonds and the TIFIA Lender to object to the appointment. Any successor Trustee appointed by the Issuer Transportation Enterprise pursuant to this subsection shall be removed by the Issuer if, subject to Transportation Enterprise if the provisions Owners of any Supplemental Indenture, a majority of the Instructing Controlling Party Bond Ownership Rights represented by the Senior Bonds and the TIFIA Lender object to the appointment by an instrument or concurrent instruments signed by such Instructing Controlling PartyOwners, or their duly appointed attorneys-in- in-fact, delivered to the Issuer Transportation Enterprise within 60 days following the date of the IssuerTransportation Enterprise’s notice of the appointment of such successor. If, subject to If the provisions Owners of any Supplemental Indenture, a majority of the Instructing Controlling Party Bond Ownership Rights represented by the Senior Bonds and the TIFIA Lender object to the appointment of a successor Trustee pursuant to this subsection, the Issuer Transportation Enterprise shall appoint another successor Trustee and, subject to and the provisions Owners of any Supplemental Indenture, the Instructing Controlling Party Senior Bonds and the TIFIA Lender shall have the same right to object to the new successor Trustee. (c) . Every successor Trustee shall be a bank or trust company in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state Issuerauthority, qualified to act hereunder, having a capital and surplus of not less than $75,000,00050,000,000. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer Transportation Enterprise an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which shall duly assign, transfer and deliver to the successor all properties and moneys held by it under the this Master Indenture. Should any instrument in writing from the Issuer Transportation Enterprise be required by any successor for more fully and certainly vesting in and confirming to it, such instrument in writing shall, at the reasonable discretion of the IssuerTransportation Enterprise, be made, executed, acknowledged and delivered by the Issuer Transportation Enterprise on request of such successor. (d) . The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and/or recorded by the successor Trustee in each recording office, if any, where the this Master Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. (a) Subject to the provisions of any Supplemental Indenture, the present or any future The Trustee may resign by giving written notice to the Issuer not less than 60 days before City, the Beneficial Owners and the Bondholders 90 days' notice of such resignation, provided, however that no such resignation is to take effect. Such resignation shall take effect only upon the appointment of and acceptance by become effective until a successor qualified as provided in subsection (c) has been appointed and has accepted the duties of this SectionTrustee. If no successor is appointed within 60 days following the date designated in the notice for the Trustee’s resignation to take effect, the resigning Trustee may petition a court of competent jurisdiction for the appointment of a successor. Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may be removed at any time (i) by the Issuer in the event the Issuer reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Issuer or the Owners; provided, that the Trustee may not be removed during the pendency of an Event of Default without the written consent of the Instructing Controlling Party; or (ii) subject to the provisions of any Supplemental Indenture, Bondholders by an instrument in writing writing, executed by the Instructing Controlling PartyCity and the Company, for any reason so long as the Company is not in default or for by the owners of a majority in aggregate principal amount of the Bonds then Outstanding; provided, however, that no reason. (b) such removal shall become effective until a successor has been appointed and has accepted the duties of Trustee hereunder. In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, subject to the prior written approval of the City, a successor may be appointed by the Issuerowners of a majority in aggregate principal amount of the Bonds Outstanding by an instrument or concurrent instruments signed by such Bondholders, or their attorneys-in-fact duly appointed; provided that the City may appoint a successor until a new successor shall be appointed by the Bondholders as herein authorized. Upon The City upon making any such appointment, the Issuer appointment shall forthwith give notice thereof to each Ownerthe Bondholders and to the Company, which notice may be given concurrently with the notice of resignation given by any resigning Trustee and shall include a description of the right of the Instructing Controlling Party to object to the appointmentTrustee. Any successor Trustee so appointed by the Issuer pursuant to this subsection City shall immediately and without further act be removed superseded by a successor appointed in the manner above provided by the Issuer if, subject to the provisions owners of any Supplemental Indenture, the Instructing Controlling Party object to the appointment by an instrument or concurrent instruments signed by such Instructing Controlling Party, or their duly appointed attorneys-in- fact, delivered to the Issuer within 60 days following the date a majority in aggregate principal amount of the Issuer’s notice of the appointment of such successorBonds Outstanding. If, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party object to the appointment of a successor Trustee pursuant to this subsection, the Issuer shall appoint another successor Trustee and, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party shall have the same right to object to the new successor Trustee. (c) Every successor Trustee shall always be a bank or trust company (or a subsidiary thereof) in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state Issuer, qualified to act hereunder, and having a capital combined capital, surplus and surplus undivided profits of not less than $75,000,00025,000,000. Any An successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer City an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which who shall duly assign, transfer and deliver to the successor all properties and moneys monies held by it under the this Indenture. Should any instrument in writing from the Issuer City be reasonably required by any successor for more fully such vesting and certainly vesting in confirming, the City shall execute, acknowledge and confirming to itdeliver the said deeds, such instrument in writing shall, at conveyances and instruments on the reasonable discretion of the Issuer, be made, executed, acknowledged and delivered by the Issuer on request of such successor. (d) . The notices herein provided for, to be given to the Bondholders, shall be given by mailing a copy of such notices by first class mail to the Bondholders at their addresses as the same shall last appear upon the registration books. The notice herein provided for to be given to the City, the Company and the retiring Trustee, shall be given in accordance with Section 11.07 hereof. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section Section, shall be filed and/or recorded by the successor Trustee in each recording office, if any, office where the this Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. (a) Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may resign by giving written notice to the Issuer and the Collateral Agent (with a copy to the Borrower and the Intercreditor Agent) not less than 60 sixty (60) days before such resignation is to take effect. Such resignation shall take effect only upon the appointment of and acceptance by a successor qualified as provided in subsection (c) of this Section. If no successor is appointed within 60 sixty (60) days following the date designated in the notice for the Trustee’s resignation to take effect, the resigning Trustee may petition a court of competent jurisdiction for the appointment of a successor. Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may be removed at any time (i) by the Issuer in the event the Issuer reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Issuer or and the Owners; provided, provided that the Trustee may not be removed during the pendency of an Indenture Event of Default without the written consent of the Instructing Controlling PartyMajority Holders; or (ii) subject to the provisions of any Supplemental Indenture, by an instrument in writing executed by the Instructing Controlling Party, for any reason or for no reasonMajority Holders. (b) In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, a successor may be appointed by the Issuer, with the written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned). Upon making any such appointment, the Issuer shall forthwith give notice thereof to each Owner, the Borrower, the Intercreditor Agent and the Collateral Agent, which notice may be given concurrently with the notice of resignation given by any resigning Trustee and shall include a description of the right of the Instructing Controlling Party each Owner to object to the appointment. Any successor Trustee appointed by the Issuer pursuant to this subsection shall be removed by the Issuer if, subject to if the provisions of any Supplemental Indenture, Majority Holders and the Instructing Controlling Party Borrower object to the appointment by an instrument or concurrent instruments signed by such Instructing Controlling PartyOwners, or their duly appointed attorneys-in- in-fact, and the Borrower delivered to the Issuer within 60 sixty (60) days following the date of the Issuer’s notice of the appointment of such successor. If, subject to If the provisions of any Supplemental Indenture, Majority Holders and the Instructing Controlling Party Borrower object to the appointment of a successor Trustee pursuant to this subsection, the Issuer shall appoint another successor Trustee and, subject to and the provisions of any Supplemental Indenture, Owners and the Instructing Controlling Party Borrower shall have the same right to object to the new successor Trustee. (c) Every successor Trustee shall be a bank or trust company in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state Issuerauthority, qualified to act hereunder, having a capital and surplus of not less than $75,000,00050,000,000. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which shall duly assign, transfer and deliver to the successor all properties and moneys held by it under the this Indenture. Should any instrument in writing from the Issuer be required by any successor for more fully and certainly vesting in and confirming to it, such instrument in writing shall, at the reasonable discretion of the Issuer, be made, executed, acknowledged and delivered by the Issuer on request of such successor. (d) The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and/or recorded by the successor Trustee in each recording office, if any, where the this Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. (a) Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may resign by giving written notice to the Issuer Transportation Enterprise not less than 60 days before such resignation is to take effect. Such resignation shall take effect only upon the appointment of and acceptance by a successor qualified as provided in subsection (c) of this Section. If no successor is appointed within 60 days following the date designated in the notice for the Trustee’s resignation to take effect, the resigning Trustee may petition a court of competent jurisdiction for the appointment of a successor. Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may be removed at any time (i) by the Issuer Transportation Enterprise in the event the Issuer Transportation Enterprise reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Issuer Transportation Enterprise or the Owners; providedSecured Parties, provided that the Trustee may not be removed during the pendency of an Indenture Event of Default without the written consent of the Instructing Controlling PartyOwners of a majority of the Bond Ownership Rights represented by the Senior Bonds and, during the pendency of a Bankruptcy Related Event, the written consent of USDOT; or (ii) subject to the provisions of any Supplemental Indenture, by an instrument in writing executed by the Instructing Controlling Party, Owners of a majority of the Bond Ownership Rights represented by the Senior Bonds and USDOT for any reason or for no reason. (b) In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, a successor may be appointed by the IssuerTransportation Enterprise. Upon making any such appointment, the Issuer Transportation Enterprise shall forthwith give notice thereof to each OwnerOwner of Bonds and USDOT, which notice may be given concurrently with the notice of resignation given by any resigning Trustee and shall include a description of the right of the Instructing Controlling Party each Owner of Senior Bonds and USDOT to object to the appointment. Any successor Trustee appointed by the Issuer Transportation Enterprise pursuant to this subsection shall be removed by the Issuer if, subject to Transportation Enterprise if the provisions Owners of any Supplemental Indenture, a majority of the Instructing Controlling Party Bond Ownership Rights represented by the Senior Bonds and USDOT object to the appointment by an instrument or concurrent instruments signed by such Instructing Controlling PartyOwners, or their duly appointed attorneys-in- fact, and USDOT delivered to the Issuer Transportation Enterprise within 60 days following the date of the IssuerTransportation Enterprise’s notice of the appointment of such successor. If, subject to If the provisions Owners of any Supplemental Indenture, a majority of the Instructing Controlling Party Bond Ownership Rights represented by the Senior Bonds and USDOT object to the appointment of a successor Trustee pursuant to this subsection, the Issuer Transportation Enterprise shall appoint another successor Trustee and, subject to and the provisions Owners of any Supplemental Indenture, the Instructing Controlling Party Senior Bonds and USDOT shall have the same right to object to the new successor Trustee. (c) Every successor Trustee shall be a bank or trust company in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state Issuerauthority, qualified to act hereunder, having a capital and surplus of not less than $75,000,00050,000,000. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer Transportation Enterprise an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which shall duly assign, transfer and deliver to the successor all properties and moneys held by it under the this Master Indenture. Should any instrument in writing from the Issuer Transportation Enterprise be required by any successor for more fully and certainly vesting in and confirming to it, such instrument in writing shall, at the reasonable discretion of the IssuerTransportation Enterprise, be made, executed, acknowledged and delivered by the Issuer Transportation Enterprise on request of such successor. (d) The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and/or recorded by the successor Trustee in each recording office, if any, where the this Master Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. (a) Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may resign by giving written notice to the Issuer Certificate Owners and the District not less than 60 30 days before such resignation is to take effect. Such resignation shall take effect only upon the appointment of and acceptance by a successor qualified as provided in subsection (cd) of this Section. If ; provided, however, that if no successor is appointed within 60 30 days following the date designated in the notice for the Trustee’s resignation to take effect, the resigning Trustee may petition a court of competent jurisdiction for the appointment of a successor. Subject to the provisions of any Supplemental Indenture, the . (b) The present or any future Trustee may be removed at any time (i) by the Issuer District, for any reason upon delivery to the Trustee of an instrument signed by the District Representative and accompanied by a resolution of the Board requesting such removal, provided that the District shall not be entitled to remove the Trustee pursuant to this clause if an Event of Default has occurred and is continuing or if any Event of Nonappropriation has occurred; (ii) if an Event of Default has occurred and is continuing or if an Event of Nonappropriation has occurred, by the Certificate Owners of a majority in principal amount of the event Certificates Outstanding upon delivery to the Issuer reasonably determines Trustee of an instrument or concurrent instruments signed by such Certificate Owners or their attorneys in fact duly appointed; or (iii) by any Certificate Owner, upon delivery to the Trustee of an instrument signed by such Certificate Owner or his or her attorney in fact duly appointed following a determination by a court of competent jurisdiction that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Issuer or the Certificate Owners; provided, that the Trustee may not be removed during the pendency of an Event of Default without the written consent of the Instructing Controlling Party; or (ii) subject to the provisions of any Supplemental Indenture, by an instrument in writing executed by the Instructing Controlling Party, for any reason or for no reason. (bc) In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, a successor may be appointed by the IssuerDistrict. Upon The District, upon making any such appointment, the Issuer shall forthwith give notice thereof to each Ownerthe Certificate Owners, which notice may be given concurrently with the notice of resignation given by any resigning Trustee and shall include Trustee. The Certificate Owners of a description majority in principal amount of the right of the Instructing Controlling Party Certificates Outstanding may thereupon act to object appoint a successor trustee to the appointment. Any such successor Trustee appointed by the Issuer pursuant to this subsection shall be removed by the Issuer ifDistrict, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party object to the appointment by an instrument or concurrent instruments signed by such Instructing Controlling PartyCertificate Owners, or their attorneys in fact duly appointed. Any successor so appointed attorneys-in- fact, delivered to by the Issuer within 60 days following District shall immediately and without further act be superseded by a successor appointed in the date manner above provided by the Certificate Owners of a majority in principal amount of the Issuer’s notice of the appointment of such successor. If, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party object to the appointment of a successor Trustee pursuant to this subsection, the Issuer shall appoint another successor Trustee and, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party shall have the same right to object to the new successor TrusteeCertificates Outstanding. (cd) Every successor Trustee shall be a commercial bank or with trust company powers in good standing, with an office located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state Issuerauthority, qualified to act hereunder, having a capital and surplus of not less than $75,000,00050,000,000. Any successor Trustee appointed hereunder trustee shall (i) execute, acknowledge and deliver to the Issuer present or then trustee an instrument accepting such appointment hereunderas successor trustee hereunder and as successor to the then current trustee in its capacity as owner of the Leased Property and as lessor under the Lease, and thereupon such successor shall, without any further act, deed or conveyance, (ii) become vested with all the estates, properties, previous rights, powers title and trusts interest in and to, and shall become responsible for the previous obligations with respect to, the Leased Property and the Trust Estate and thereupon the duties and obligations of its predecessor in the trust hereunder previous trustee shall cease and terminate, and (iii) become vested with the previous rights, title and interest in, to and under, and shall become responsible for the trustee’s obligations under this Indenture and the Lease, with like effect as if originally named as Trustee herein; but the Trustee retiring herein and therein. The previous trustee shall, nevertheless, on upon the written demand payment of its successorthe fees and expenses owed to the previous trustee, execute and deliver to the successor trustee (A) such transfer documents as are necessary to transfer the Trustee’s interest in the Leased Property to the successor trustee, (B) an instrument in which the previous trustee resigns as trustee hereunder and as lessor under the Lease, and (C) at the request of the successor trustee, one or more instruments conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessorprevious trustee in the Leased Property, which shall the Trust Estate, this Indenture and the Lease in a manner sufficient, in the reasonable judgment of the successor trustee, to duly assign, transfer and deliver to the successor all properties and moneys held by it under the Indentureprevious trustee in accordance with the laws of the State. Should any other instrument in writing from the Issuer previous trustee be required by any successor for more fully and certainly vesting in and confirming to itit the rights, such instrument in writing title and interest to be transferred pursuant to this Section, the previous trustee shall, at the reasonable discretion and at the request of the Issuersuccessor trustee, be mademake, executedexecute, acknowledged acknowledge and delivered by deliver the Issuer on request same to or at the direction of such successorthe successor trustee. (de) The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and/or recorded by the successor Trustee trustee in each recording office, if any, where this Indenture and the Indenture Lease shall have been filed and/or recorded.

Resignation or Replacement of Trustee. (a) Subject to the provisions of any Supplemental Indenture, the present or any future The Trustee may resign by giving written notice to the Issuer not less than 60 days before Issuer, the Beneficial Owners and the Bondholders 90 days' notice of such resignation, provided, however that no such resignation is to take effect. Such resignation shall take effect only upon the appointment of and acceptance by become effective until a successor qualified as provided in subsection (c) has been appointed and has accepted the duties of this SectionTrustee. If no successor is appointed within 60 days following the date designated in the notice for the Trustee’s resignation to take effect, the resigning Trustee may petition a court of competent jurisdiction for the appointment of a successor. Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may be removed at any time (i) by the Issuer in the event the Issuer reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Issuer or the Owners; provided, that the Trustee may not be removed during the pendency of an Event of Default without the written consent of the Instructing Controlling Party; or (ii) subject to the provisions of any Supplemental Indenture, Bondholders by an instrument in writing writing, executed by the Instructing Controlling PartyIssuer and the Company, for any reason so long as the Company is not in default or for by the owners of a majority in aggregate principal amount of the Bonds then Outstanding; provided, however, that no reason. (b) such removal shall become effective until a successor has been appointed and has accepted the duties of Trustee hereunder. In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, subject to the prior written approval of the Issuer, a successor may be appointed by the Issuer. Upon making any owners of a majority in aggregate principal amount of the Bonds Outstanding by an instrument or concurrent instruments signed by such appointmentBondholders, or their attorneys-in-fact duly appointed; provided that the Issuer may appoint a successor until a new successor shall - 66 - be appointed by the Bondholders as herein authorized. The Issuer upon making such appointment shall forthwith give notice thereof to each Ownerthe Bondholders and to the Company, which notice may be given concurrently with the notice of resignation given by any resigning Trustee and shall include a description of the right of the Instructing Controlling Party to object to the appointmentTrustee. Any successor Trustee so appointed by the Issuer pursuant to this subsection shall immediately and without further act be removed superseded by a successor appointed in the manner above provided by the Issuer if, subject to the provisions owners of any Supplemental Indenture, the Instructing Controlling Party object to the appointment by an instrument or concurrent instruments signed by such Instructing Controlling Party, or their duly appointed attorneys-in- fact, delivered to the Issuer within 60 days following the date a majority in aggregate principal amount of the Issuer’s notice of the appointment of such successorBonds Outstanding. If, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party object to the appointment of a successor Trustee pursuant to this subsection, the Issuer shall appoint another successor Trustee and, subject to the provisions of any Supplemental Indenture, the Instructing Controlling Party shall have the same right to object to the new successor Trustee. (c) Every successor Trustee shall always be a bank or trust company (or a subsidiary thereof) in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state Issuer, qualified to act hereunder, and having a capital combined capital, surplus and surplus undivided profits of not less than $75,000,00025,000,000. Any An successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which who shall duly assign, transfer and deliver to the successor all properties and moneys monies held by it under the this Indenture. Should any instrument in writing from the Issuer be reasonably required by any successor for more fully such vesting and certainly vesting in and confirming to itconfirming, such instrument in writing shall, at the reasonable discretion of the Issuer, be made, executed, acknowledged and delivered by the Issuer shall execute, acknowledge and deliver the said deeds, conveyances and instruments on the request of such successor. (d) . The notices herein provided for, to be given to the Bondholders, shall be given by mailing a copy of such notices by first class mail to the Bondholders at their addresses as the same shall last appear upon the registration books. The notice herein provided for to be given to the Issuer, the Company and the retiring Trustee, shall be given in accordance with Section 11.07 hereof. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section Section, shall be filed and/or recorded by the successor Trustee in each recording office, if any, office where the this Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. (a) Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may resign by giving written notice to the Issuer (with a copy to the Concessionaire and the Security Trustee) not less than 60 sixty (60) days before such resignation is to take effect. Such resignation shall take effect only upon the appointment of and acceptance by a successor qualified as provided in subsection (c) of this Section. If no successor is appointed within 60 sixty (60) days following the date designated in the notice for the Trustee’s resignation to take effect, the resigning Trustee may petition a court of competent jurisdiction for the appointment of a successor. Subject to the provisions of any Supplemental Indenture, the The present or any future Trustee may be removed at any time (i) by the Issuer in the event the Issuer reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Issuer or and the Owners; provided, provided that the Trustee may not be removed during the pendency of an Indenture Event of Default without the written consent of the Instructing Controlling PartyOwners of a majority in aggregate principal amount of the then Outstanding Senior Bonds; or (ii) subject to the provisions of any Supplemental Indenture, by an instrument in writing executed by the Instructing Controlling Party, for any reason or for no reasonOwners of a majority in aggregate principal amount of the then Outstanding Senior Bonds. (b) In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, a successor may be appointed by the Issuer, with the written consent of the Concessionaire (such consent not to be unreasonably withheld, delayed or conditioned). Upon making any such appointment, the Issuer shall forthwith give notice thereof to each Owner, the Concessionaire and the Security Trustee, which notice may be given concurrently with the notice of resignation given by any resigning Trustee and shall include a description of the right of the Instructing Controlling Party each Owner to object to the appointment. Any successor Trustee appointed by the Issuer pursuant to this subsection shall be removed by the Issuer if, subject to if the provisions Owners of any Supplemental Indenture, a majority in aggregate principal amount of the Instructing Controlling Party then Outstanding Senior Bonds and the Concessionaire object to the appointment by an instrument or concurrent instruments signed by such Instructing Controlling PartyOwners, or their duly appointed attorneys-in- in-fact, and the Concessionaire delivered to the Issuer within 60 sixty (60) days following the date of the Issuer’s notice of the appointment of such successor. If, subject to If the provisions Owners of any Supplemental Indenture, a majority in aggregate principal amount of the Instructing Controlling Party then Outstanding Senior Bonds and the Concessionaire object to the appointment of a successor Trustee pursuant to this subsection, the Issuer shall appoint another successor Trustee and, subject to and the provisions of any Supplemental Indenture, Owners and the Instructing Controlling Party Concessionaire shall have the same right to object to the new successor Trustee. (c) Every successor Trustee shall be a bank or trust company in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state Issuerauthority, qualified to act hereunder, having a capital and surplus of not less than $75,000,00050,000,000. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, which shall duly assign, transfer and deliver to the successor all properties and moneys held by it under the this Indenture. Should any instrument in writing from the Issuer be required by any successor for more fully and certainly vesting in and confirming to it, such instrument in writing shall, at the reasonable discretion of the Issuer, be made, executed, acknowledged and delivered by the Issuer on request of such successor. (d) The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and/or recorded by the successor Trustee in each recording office, if any, where the this Indenture shall have been filed and/or recorded.